EXHIBIT 99

                    DAIN RAUSCHER CORPORATION
     CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR"
  PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
                              1995

     The Company  desires to  take advantage of the "safe harbor"
provisions of  the Private  Securities Litigation  Reform Act  of
1995 and  is filing  this cautionary statement in connection with
such safe  harbor legislation.   This  Form 10-K,  the  Company's
Annual Report  to Shareholders,  any Form 10-Q or Form 8-K of the
Company or  any other  written or  oral statements  made by or on
behalf of  the Company  may  include  forward-looking  statements
which reflect  the Company's current views with respect to future
events and financial performance.  The words "believe," "expect,"
"anticipate,"  "intends,"   "estimate,"  "forecast,"   "project,"
"should"  and   similar  expressions  are  intended  to  identify
"forward-looking statements"  within the  meaning of  the Private
Securities Litigation Reform Act of 1995.

     The Company  wishes to  caution investors  that any forward-
looking statements  made by  or on  behalf  of  the  Company  are
subject to  uncertainties and  other  factors  that  could  cause
actual results  to differ materially from such statements.  These
uncertainties and  other factors include, but are not limited to,
the  "Risk  Factors"  listed  below.    Though  the  Company  has
attempted to  list comprehensively  these important  factors, the
Company wishes to caution investors that other factors may in the
future prove  to be  important in affecting the Company's results
of operations.   New  factors emerge  from time to time and it is
not possible  for management to predict all such factors, nor can
it assess  the impact  of each such factor on the business or the
extent to  which any  factor, or  a combination  of factors,  may
cause actual results to differ materially from those contained in
any forward-looking statements.

     Investors are  further cautioned not to place undue reliance
on such  forward-looking statements  as they  speak only  to  the
Company's views  as of  the date  the statement  is  made.    The
Company undertakes no obligation to publicly update or revise any
forward-looking  statements,   whether  as   a  result   of   new
information, future events or otherwise.

Volatile Nature of the Securities Business

     The  Company's  principal  business  activities,  securities
broker-dealer and  investment banking  operations, as well as its
investment advisory,  clearing and  other  services,  are  highly
competitive and  subject to  various risks, including volatile or
illiquid trading  markets, fluctuations  in the  volume of market
activity, counterparty  or customer  failure to  meet commitments
and losses  and expenses resulting from litigation and regulatory
proceedings.   The securities  business is  directly affected  by
many factors  beyond the Company's control.  Such factors include
market conditions  and psychology,  the availability  and cost of
short-term or  long-term funding and capital, the credit capacity
or perceived  creditworthiness of  the Company and the securities
industry in the marketplace, the level and volatility of interest
rates, inflation and deflation economic and political conditions,
broad  trends  in  business  and  finance,  and  legislation  and
regulation affecting  the national and international business and
financial communities  and the  securities markets.    These  and
other factors  can result  in  significant  fluctuations  in  the
Company's revenues  and operating results from quarter to quarter
and from year to year.

     Volatile or  illiquid trading markets can expose the Company
to the  risk of  trading losses  and losses  resulting  from  the
ownership or  underwriting of  securities,  as  well  as  reduced
levels of  demand for  the products  and services  offered by the
Company.   Reductions in  the volume  of market  activity  or  in
securities prices generally can  result in reduced commission and
principal transaction revenues and reduced investment banking and
asset management  fees as fewer transactions are effected and the
value of  the securities  being sold  and assets under management
declines.   In periods  of low  transaction  volume,  results  of
operations can  be further  adversely  affected  because  certain
expenses remain  relatively fixed.    Sudden  sharp  declines  in
market values  of securities  can  result  in  illiquid  markets,
which, in  turn, may  result in  the  Company  having  difficulty
selling  securities,   hedging  its   securities  positions   and
investing  funds  under  its  management  and  can  increase  the
frequency and  size of  credit extensions  and  counterparty  and
customer failures  to meet  commitments.   Prolonged  periods  of
unfavorable market  conditions may  further reduce demand for the
Company's investment banking and other services.

Competition

     All  aspects   of  the   Company's   business   are   highly
competitive.   The Company  competes directly  and indirectly for
customers with national and regional full-service broker-dealers,
discount broker-dealers,  investment  banking  firms,  investment
advisors, commercial  banks,  insurance  companies,  mutual  fund
companies, money managers, financial planners and others.

     The Company  also competes  with  others  in  the  financial
services industry with respect to the recruiting and retention of
revenue producing employees.  The financial services industry has
become  considerably   more  concentrated  recently  as  numerous
securities  firms   have  either  ceased  operations,  eliminated
certain business lines or been acquired by other firms.  Industry
consolidation  has   increased  competition   from  firms  having
significantly  greater   equity  capital,   financial  and  other
resources than the Company.  The Company expects competition from
domestic  and  international  commercial  banks  to  continue  to
increase in  light of  recent loosening  of Federal Reserve Board
rules  limiting   the  underwriting   and  other   activities  of
securities subsidiaries  of bank holding companies.  Acquisitions
of securities firms by banks have brought entirely new sources of
capital  into   the  securities   industry,  resulting   in  more
competition for  the Company's businesses.  Legislative proposals
currently under consideration would eliminate the remaining limit
on securities  activities of  banks and  would permit  commercial
banks and  their affiliates  to   offer additional services which
have traditionally  been provided  only by  securities and  money
management firms.

Dependence on Personnel

     Most aspects  of the Company's business are highly dependent
on the  services of  skilled professional employees.  The Company
devotes considerable resources to recruiting, training, retaining
and compensating  such individuals.  The level of competition for
experienced revenue-producing  personnel  is  extremely  intense.
The loss  of key personnel or the inability to recruit and retain
key personnel in the future could materially and adversely affect
the  Company's  results  of  operations.    In  addition,  a  key
component  of  the  Company's  growth  strategy  is  to  increase
penetration of  existing markets,  enter  into  new  markets  and
expand the  kinds of  products or  services  it  provides.    The
Company's ability  to succeed  in pursuit  of  such  strategy  is
highly dependent on its ability to recruit and retain experienced
revenue-producing and other personnel.

Implementation of the Company's Strategies

     The Company's  business strategy  is to  gain a  competitive
edge in  the marketplace  by coupling  the regional  and industry
expertise,  knowledge,   brand  names,   capital   and   customer
relationships of  its former  broker-dealer subsidiaries  into  a
single, more  powerful brand name that will enable it to simplify
its management  structure gain  economies of  scale and  critical
mass and become more responsive to competitive changes.  In order
to remain competitive, the Company must grow its revenues through
further penetration  of existing  markets, entry into new markets
and expansion of the products and services it provides, including
possible expansion  into related lines or business.  There can be
no assurance  that the  Company will  be  able  to  identify  and
capitalize on  service, product or market opportunities that will
further the  Company's strategy and enhance its business, results
of operations  or financial  condition.   While the  Company  has
grown successfully  through strategic  acquisitions in  the past,
there can  be no assurance that the Company in the future will be
able  to   successfully  identify,  compete  for  or  acquire  on
favorable terms  or integrate  the business and operations of any
acquired  business   or  entity   with  the   Company's  existing
operations.

Dependence on Systems

  The Company's  business is  highly dependent on communications,
trading, information  and data  processing systems.   The Company
has outsourced  certain of  its communications and quotations and
trading systems  services and  currently maintains  its own back-
office processing  system.   Although the Company and its vendors
have in  place tested  disaster recovery  systems, any failure or
interruption of  the Company's  or a vendor's systems could cause
delays  in   the  Company's  securities  trading  and  processing
activities and an inability to execute client transactions, which
could have  a material  adverse effect on the Company's operating
results.   There can be no assurance that the Company or a vendor
will not  suffer any such systems failure or interruption or that
the Company's  or  a  vendor's  backup  procedures  and  disaster
recovery capabilities  will be  adequate.  As technology develops
and industry  practices and  regulations change, the Company must
update or  replace various  of its  key  systems,  including,  in
particular, its  back-office data  processing system, in order to
remain competitive.   The  Company has,  in  fact,  committed  to
upgrade its current back-office processing system via an internal
development process  between 1998 and 2002 at an expected cost of
approximately $17  million.   There can  be no assurance that the
Company, during  the process of upgrading its current back-office
processing system, will not encounter technological difficulties,
cost overruns,  problems obtaining  the  necessary  quantity  and
quality of  development personnel,  or difficulties in purchasing
necessary components  of such  a  system  from  outside  vendors.
Further,  there   can  be   no  assurance  that  the  back-office
processing system,  upon completion, will be state-of-the-art and
that the system upgrade or implementation process will not result
in interruption  of the  Company's business  or delivery  of  its
products and services to customers.

     It  has  become  widely  known  that  certain  technological
problems may  arise in  connection with  reaching the  Year 2000.
Beginning with  the Company's  consolidation of  the  back-office
brokerage operations of Dain Bosworth and Rauscher Pierce Refsnes
in 1993, the Company has upgraded and/or replaced the bulk of its
mission-critical data  processing  systems.    Such  upgrade  and
replacement projects  were performed  primarily  for  competitive
reasons, though  they included  the added  benefit of making such
systems Year  2000 compliant.  Upgrades or replacements necessary
to achieve  Year 2000  compliance  for  the  Company's  remaining
mission-critical systems are expected to be completed in 1998 and
the costs  related to  such  upgrades  or  replacements  are  not
expected to  have a material effect on the Company's consolidated
financial statements.   During  1999, the Company, along with the
rest  of   the  securities  industry,  expects  to  test  systems
interdependencies with  outside parties.   While  there can be no
assurance, the  Company believes  that its  internal systems will
not experience significant disruption in connection with the Year
2000.   If the  Company's internal  systems or  if the  Company's
vendors  and   other  information  providers  or  the  securities
exchanges,  clearing  agencies  and  other  securities  firms  or
financial institutions  with which the Company transacts business
experience any significant disruption in connection with the Year
2000, such  disruption may  have a material adverse effect on the
Company's results of operations.

Dependence on Sources of Financing

     The Company,  like others in the securities industry, relies
on external  sources to finance a significant portion of its day-
to-day operations,  principally customer margin account balances,
securities inventory and underwriting positions and certain other
transactions.   The principal  sources of  the Company's cash and
liquidity are  retained earnings, cash balances held on behalf of
customers   pending    investment,   collateralized    repurchase
agreements, collateralized  bank  loans  and  securities  lending
activities.   Liquidity management  includes  the  monitoring  of
assets available  to hypothecate  or  pledge  against  short-term
borrowings.   The Company  maintains credit  lines, most of which
are uncommitted, with a number of banks aggregating approximately
$414 million,  of which  $600 million  had been  drawn down as of
February 28,  1998.   The Company  will also be dependent upon an
$80 million  subordinated debt  commitment it  has with a bank in
order to  finance the  pending  March  31,  1998  acquisition  of
Wessels, Arnold & Henderson, LLC.  Finally, because a substantial
portion of  the Company's  capital resources  could be  used  for
acquisitions, including  the acquisition  of  Wessels,  Arnold  &
Henderson, LLC, the Company may require additional debt or equity
financing  for   its  operations,  which  financing  may  not  be
available  on   terms  favorable  to  the  Company,  if  at  all.
Availability of  financing to  the Company  can vary depending on
market conditions,  the volume  of  certain  trading  activities,
credit ratings,  credit capacity  and the overall availability of
credit to the financial services industry.

Use of Derivative Financial Instruments

     The Company  enters into certain financial futures contracts
and option  contracts in  the ordinary  course of its business to
hedge or  modify exposures  to interest rate fluctuations related
to interest-rate-sensitive securities in its trading inventories.
While the  use of  these derivatives  is intended  to  allow  the
Company to  better manage  certain risks,  derivatives also  have
risks that  are similar  in type  to the risks of the cash market
instruments on  which their  values are  based.   For example, in
times of  market stress,  sharp price  movements or reductions in
liquidity in  the cash  markets may  be related  to comparable or
even greater  price movements  and reductions in liquidity in the
derivative  markets.     Further,   the  risks   associated  with
derivatives are  potentially greater  than those  associated with
the related  cash market  instruments because  of the  additional
complexity and  potential for leverage.  In addition, derivatives
may create  credit risk  (the  risk  that  a  counterparty  on  a
derivative  transaction   will  not   fulfill   its   contractual
obligations), as  well as  legal,  operational  and  other  risks
beyond  those   associated  with   the  underlying   cash  market
instruments on which their values are based.

Federal and State Regulation; Net Capital Requirements

     The  Company's   business  is,   and  the   securities   and
commodities industries  are, subject  to extensive  regulation in
the United  States, at  both the federal and state level, as well
as by  industry self-regulatory  organizations.   As a  matter of
public policy,  regulatory bodies  are charged  with safeguarding
the integrity  of the  securities and other financial markets and
with protecting the interests of customers participating in those
markets and  not with  protecting the  interests of the Company's
stockholders  and   creditors.     In  addition,  self-regulatory
organizations and  other regulatory  bodies in the United States,
such as  the Commission,  the New  York Stock Exchange, Inc. (the
"NYSE"), the National Association of Securities Dealers, Inc. and
the  Municipal   Securities  Rulemaking   Board,  require  strict
compliance with  their rules  and regulations.  Failure to comply
with any  of these  laws, rules or regulations, some of which are
subject to  interpretation, could  result in a variety of adverse
consequences including  censure, fines, suspension, revocation or
reduction of  the right  to do  business and  private  rights  of
action for  damages,   which could have a material adverse effect
upon the Company's consolidated financial condition or results of
operations.
     The laws  and regulations,  as well as governmental policies
and accounting  principles, governing  the financial services and
banking industries  have changed  significantly over recent years
and are  expected to  continue to do so.  During the last several
years Congress  has  considered  numerous  proposals  that  would
significantly  alter   the  structure   and  regulation  of  such
industries.     Certain  of   such  changes,  if  adopted,  could
materially and  adversely affect  the business  and operations of
the Company.   The  Company's businesses  may also  be materially
affected by  regulations of general application, such as existing
and  proposed   tax  legislation,   antitrust  policy  and  other
governmental regulations  and policies  (including  the  interest
rate and other monetary policies of the Federal Reserve Board).

     The Commission,  the NYSE,  and various  other exchanges and
regulatory bodies in the United States have rules with respect to
net capital  requirements which  affect the Company.  These rules
have the  effect of requiring that at least a substantial portion
of a  broker-dealer's assets  be kept  in cash  or highly  liquid
investments.   Compliance with  the net  capital requirements  by
Dain Rauscher  could limit  operations that require extensive use
of capital,  such as  underwriting  or  trading  activities.    A
significant operating  loss or any unusually large charge against
net capital could have a material adverse effect on the Company's
ability to  operate its  business.   The net  capital rules could
also restrict the ability of the Company to withdraw capital from
Dain Rauscher,  even in  circumstances in  which it has more than
the minimum  amount of  required capital.   Such restrictions, in
turn, could  limit the  ability of  the Company to pay dividends,
implement its strategies, pay interest on and repay the principal
of its  debt and  redeem  or  repurchase  shares  of  outstanding
capital stock.

Litigation

     Many aspects  of the  securities  brokerage  and  investment
banking businesses  involve substantial  risks of  liability.  In
recent  years,   there  has   been  an  increasing  incidence  of
litigation and  regulatory enforcement  proceedings involving the
securities industry.   Such  actions include  class action  suits
that generally  seek substantial  damages,  other  suits  seeking
punitive and/or  treble  damages  and  administrative  and  court
proceedings  brought   by  regulatory   agencies  seeking  fines,
injunctions, suspensions  and bars  from future  participation in
the business  against securities  firms and, in some cases, their
employees and  officers.  Underwriters are subject to substantial
potential liability  for material  misstatements and omissions in
prospectuses   and   other   communications   with   respect   to
underwritten offerings  of securities.    Like  other  securities
brokerage firms,  the Company  and certain  of its personnel have
been named  or threatened  to be named as defendants in legal and
regulatory  proceedings   which  cause   the  Company  to  expend
substantial financial and managerial resources in order to defend
itself.   The outcome  of any  legal or  regulatory proceeding is
uncertain.   The settlement  of any such proceeding under adverse
circumstances or  an adverse judgment in connection with any such
proceeding may  have a  material adverse  effect on the Company's
consolidated financial condition or results of operations.